Health Net 2011 Annual Report Download - page 232

A. Executive agrees not to directly or indirectly use or disclose any of the Proprietary and Confidential Information of the
Company or any of its affiliates at any time except in connection with the services Executive provides to such entities. “Proprietary
and Confidential Information” shall mean trade secrets, confidential knowledge, data or any other proprietary or confidential
information of the Company or any of its affiliates, or of any customers, members, employees or directors of any of such entities, but
shall not include any information that (i) was publicly known and made generally available in the public domain prior to the time of
disclosure to Executive by the Company or (ii) becomes publicly known and made generally available after disclosure to Executive
by the Company other than as a result of a disclosure by Executive in violation of this Agreement. By way of illustration but not
limitation, “Proprietary and Confidential Information” includes: (i) trade secrets, documents, memoranda, reports, files,
correspondence, lists and other written and graphic records affecting or relating to any such entity’s business; (ii) confidential
marketing information including without limitation marketing strategies, customer and client names and requirements, services,
prices, margins and costs; (iii) confidential financial information; (iv) personnel information (including without limitation employee
compensation); and (v) other confidential business information.
B. Executive further agrees that at all times during Executive’s employment and thereafter, Executive will keep in
confidence and trust all Proprietary and Confidential Information, and that Executive will not use or disclose any Proprietary and
Confidential Information or anything related to such information without the written consent of the Company, except as may be
necessary in the ordinary course of performing Executive’s duties to the Company.
C. All Company property, including, but not limited to, Proprietary and Confidential Information, documents, data,
records, apparatus, equipment and other physical property, whether or not pertaining to Proprietary and Confidential Information,
provided to Executive by the Company or any of its affiliates or produced by Executive or others in connection with Executive’s
providing services to the Company or any of its affiliates shall be and remain the sole property of the Company or its affiliates (as the
case may be) and shall be returned promptly to such appropriate entity as and when requested by such entity. Executive shall return
and deliver all such property upon termination of Executive’s employment, and Executive may not take any such property or any
reproduction of such property upon such termination.
D. Executive recognizes that the Company and its affiliates have received and in the future will receive information from
third parties which is private, proprietary or confidential information subject to a duty on such entity’s part to maintain the
confidentiality of such information and to use it only for certain limited purposes. Executive agrees that during Executive’s
employment, and thereafter, Executive owes such entities and such third parties a duty to hold all such private, proprietary or
confidential information received from third parties in the strictest confidence and not to disclose it, except as necessary in carrying
out Executive’s work for such entities consistent with such entities’ agreements with such third parties, and not to use it for the
benefit of anyone other than for such entities or such third parties consistent with such entities’ agreements with such third parties.
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